Heads Will Roll takes Matiara

Racing in third behind Live Your Dreams and Waki Music, Frankel was concerned that Heads Will Roll would not catch Live Your Dreams, who was running well on the lead.

"I didn't think she'd get her at the eighth pole," Frankel said. "I couldn't tell if Alex was confident or if she was getting to the other filly."

Heads Will Roll and Solis were in control. In the final sixteenth, Heads Will Roll caught Live Your Dreams and won by a half-length for her second consecutive stakes win. She won a division of the Grade 3 Pebbles Handicap at Belmont Park in mid-October, her first stakes win in the United States.

"I didn't know how good that last race was in New York compared to these fillies, but she ran well," Frankel said.

Live Your Dreams, who finished second in the Grade 2 Honeymoon Handicap here last July, in front of the Frankel-trained Waki Music, who led by as many as eight lengths on the backstretch. Gabriellina Giof finished fourth, followed by Alinga, Thewholebag and Walts Wharf.

Heads Will Roll's victory gave Frankel his 800th winner at Hollywood Park. He trails Charlie Whittingham on the all-time list by 59.

Owned by Amerman Racing, Heads Will Roll has finished in the first three in all five of her starts since being acquired privately last winter.